How to Negotiate a Stock Refresh Grant
A stock refresh grant is additional equity your employer issues on top of what you already have, most often at an annual compensation review, after a promotion, or when you're identified as a flight risk with a competing offer in hand. It is a retention tool for a current employee, not an offer-stage negotiation for a new hire. If you're evaluating equity terms in a new job offer, that's a different conversation with different rules, covered in the initial equity negotiation guide. This article covers when refreshes typically happen, what actually gives you room to ask for one or push its size up, how vesting stacks on top of your existing unvested balance, and what to bring to the conversation.
What is a stock refresh grant, and how is it different from your initial equity grant?
Your initial equity grant is negotiated once, at the offer stage, before you've done any work for the company. A refresh grant happens after you've already been on the job, usually once a meaningful chunk of that initial grant has vested. The company is deciding whether your unvested balance (and the retention pull that comes with it) is still large enough to keep you from listening to recruiters. If it isn't, a refresh restores the incentive.
The mechanics are also different. At the offer stage, you're negotiating against a number the company hasn't committed to yet, with the most negotiating room you'll ever have before you accept. A refresh negotiation happens inside an existing employment relationship, usually on the company's cycle (annual review, promotion cycle, or an ad hoc retention conversation), and the company already has a read on your performance, your market value, and how replaceable you are. Both matter, but they're separate skills, and the offer-stage version covers grant size, vesting terms, and exercise windows for a new offer rather than an existing one.
When do refresh grants typically happen?
Three triggers show up repeatedly across venture-backed tech companies:
Annual review cycles. At companies with a formal equity program, refresh evaluation is folded into the same cycle as performance review and comp adjustment, once a year. Sequoia's 2025 compensation research found that most companies with 500 to 999 employees run an annual refresh cadence for executives, and the practice extends down to individual contributors once a company has a formal leveling framework in place.
Promotion. A level change usually comes with a grant sized as the difference between what a new hire at your new level would receive and what you were already granted at your old level. This is close to automatic at companies with mature leveling; less standardized at earlier-stage startups.
Tenure and retention risk. According to NASPP's guide to refresher grants, tenure-based refreshes are typically awarded after two to three years of employment, often when a meaningful portion of the initial grant has already vested. This is also when a competing offer, a strong performance review, or a manager flagging you as a retention risk after an informal market check tends to accelerate the timeline, rather than waiting for the next scheduled cycle.
Coverage of refresh programs is close to universal at scale: Sequoia's research found 81% of surveyed companies offer refresh grants to executives and 79% offer them to at least some non-executive employees, with adoption nearing saturation at larger headcounts. At earlier-stage startups, refreshes are more likely to be handled case by case rather than on a published schedule, which is exactly where asking directly matters more.
What negotiating room do you actually have to ask for a refresh grant or push its size?
Three things move a refresh conversation in your favor, in roughly descending order of strength:
A specific competing offer. A written offer with a real number attached is the strongest single input a manager or comp committee can act on quickly, because it converts an abstract retention risk into a concrete one with a deadline. Bring the total compensation figure, not just the equity line: a competing offer's cash, equity, and any signing components all inform how big a counter needs to be. If you're weighing whether to actually use a competing offer this way versus taking it, that's a different decision covered in the counter offer guide.
A strong, documented performance cycle. Refresh sizing is increasingly tied to performance rather than tenure alone. Making the case with specifics (shipped work, scope taken on, a rating above the median) gives your manager a paper trail to justify a bigger number internally, which matters more than how convincing you sound in the room.
Being flagged as a retention risk. If your manager already suspects you're looking (LinkedIn activity, a change in engagement, a direct conversation), you have more room than you'd expect, because the company would rather spend equity than lose you and pay 100 to 200% of your salary to backfill and ramp a replacement. You don't have to manufacture this: naming that you've had inbound interest and are weighing your options is often enough to trigger the conversation, without requiring a signed offer.
What doesn't move the needle much on its own: simply asking without a concrete reason, or comparing yourself informally to a coworker's grant. For the broader negotiation script, cash and equity together, the salary negotiation guide covers how to structure the ask.
Industry perspective
"Tenure grants are typically awarded after two to three years, often when a meaningful portion of the initial grant has vested."
— NASPP: Refresher Grants, A Founder's Guide to Equity Retention
How does vesting work on a refresh grant, and why does the total unvested value matter more than the headline number?
A refresh grant almost always starts its own new vesting schedule, commonly three to four years with monthly vesting and often no cliff, rather than extending or restarting your original grant's clock. That new schedule runs in parallel with whatever remains unvested from your original grant, not instead of it. Two structures are common: a layered approach, where the refresh starts vesting immediately and overlaps with the tail of your original grant, or a boxcar approach, where the refresh doesn't start vesting until the original grant finishes. Layered is more common and means your total unvested position, original grant remainder plus new refresh, keeps growing rather than resetting to zero.
This is why the headline number on a refresh offer is the wrong thing to fixate on. A $60,000 refresh grant sounds smaller than your original $200,000 grant, but if your original grant only has $30,000 left to vest, the refresh more than doubles your total unvested position and materially extends how long the company can expect to retain you on unvested equity alone. Before you evaluate whether a refresh offer is good, calculate your current unvested balance (check your cap table platform, Carta or Pulley typically show this directly) and add the new grant to it. That combined number, not the refresh in isolation, is what you're actually being offered to stay.
What data points should you bring to the conversation?
Three things make a refresh ask concrete instead of a vague request for "more":
Your total unvested value remaining, calculated at current valuation. This tells you (and your manager) how much retention incentive you actually still have, and whether it's shrunk enough to justify a top-up. Pull this from your equity platform before the conversation, not from memory.
Market comp data for your role and level. A current market comparison (from a source like Levels.fyi, or a specific competing offer) tells you whether your total compensation, cash plus the annualized value of your vesting equity, is still competitive. If it's fallen behind market since your last grant, that's a legitimate, specific reason to ask, separate from tenure alone.
A specific competing offer, if you have one. Not required, but it's the single strongest input, because it removes the ambiguity from what "market rate" or "at risk" means. Bring the full total compensation breakdown, not just the headline number, since equity structures between companies rarely compare directly on the surface.
Bring these to your manager or comp conversation directly rather than waiting to be asked: "Here's my current unvested balance, here's where market data puts my role, and here's what I'd need to see in a refresh to make this an easy decision to stay." That framing signals you've done the analysis, which is itself part of what makes companies move on a refresh outside the standard cycle.
Key takeaways
Refresh grants retain existing employees, they don't reward new hires
A refresh is issued to someone already on the job, typically once their original grant has partly vested and the retention incentive has thinned out. It is a separate negotiation from the offer-stage equity conversation, with different timing, different negotiating points, and usually a smaller, faster ask.
Annual reviews, promotions, and retention risk are the three real triggers
Formal refresh cycles run alongside performance review at companies with mature equity programs, once a year in many cases. Promotions trigger a refresh sized to the level change. Outside those cycles, a competing offer or a flagged retention risk can pull the timeline forward.
A competing offer is the strongest single input, but not the only one
A written offer converts an abstract flight risk into a concrete, time-bound one, which is why it moves fastest. A strong performance cycle and being informally flagged as a retention risk both work too, just with less urgency attached.
Total unvested value matters more than the refresh grant's headline number
A refresh grant almost always opens a new three to four year vesting schedule that runs alongside whatever remains of your original grant. Add the two together before judging whether an offer is competitive; the refresh in isolation understates what you're actually being asked to stay for.
Bring your unvested balance and market data, not just a request for more
Pull your current unvested value from your cap table platform, compare your total compensation against current market data, and if you have a competing offer, bring its full breakdown. Specific numbers move a refresh conversation faster than a general request.
Frequently asked questions
Can I ask for a refresh grant if my company doesn't have a formal program?
Yes. Earlier-stage companies are more likely to handle refreshes case by case rather than on a published annual schedule, which means asking directly matters more, not less. Bring your unvested balance, a market comparison, and (if you have one) a competing offer, and ask your manager or the person who owns comp decisions whether an off-cycle refresh is possible.
How much should I ask for in a refresh grant?
There's no fixed formula, and refresh sizes vary widely by company stage and how urgently they want to retain you. Anchor the request to your current unvested balance and a market comparison for your role, rather than picking a number that feels proportionate to your original grant. If you have a competing offer, its total compensation is the most direct anchor.
Does a refresh grant reset my original vesting schedule?
No. A refresh grant almost always starts its own new vesting schedule (commonly three to four years, monthly, often no cliff) that runs alongside whatever is left of your original grant. Your original grant keeps vesting on its own timeline; the refresh is additional, not a replacement or reset.
Should I bring up a refresh grant proactively, or wait to be offered one?
Bring it up if your unvested balance has meaningfully shrunk, if a review cycle is approaching, or if you have a specific reason (a competing offer, a strong performance cycle, or a market gap). Waiting to be offered one means relying entirely on your manager remembering and prioritizing it, which isn't guaranteed even at companies with a formal program.
Is it risky to mention a competing offer when asking for a refresh?
It carries some risk if you're not prepared to actually take the offer, since naming one signals you're seriously evaluating leaving. Used honestly (you have a real offer and are weighing it) it's normal and expected at this stage of a career conversation. Whether to actually accept a counter instead of the outside offer is a separate decision with its own tradeoffs.
Refresh grants are a normal, recurring part of tech compensation, not a one-time offer-stage event. Track where you stand on vesting and comp across every role you're evaluating, current or prospective, on Hire.monster's job board.